Negotiating Patent Indemnification Provisions
Allocating Patent Infringement Risk Through Indemnification Clauses, Reps and Warranties, and Limitation of Liability
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will prepare counsel to IP owners, licensees and licensors to protect their interests by allocating patent infringement risks during negotiations of indemnification provisions in a patent license or vendor contract.
- Patent indemnity
- Type of transaction
- Sample clauses
- Application of UCC Article 2
- Applicable patent-related case law
- Negotiation and drafting issues—indemnification clauses
- Allocating risk between seller and buyer
- Indemnities of the customer’s customer
- Failing to understand and consider intended uses of the product
- Timing of reimbursement
- Negotiation and drafting issues—reps, warranties and limitations of liability
- Types of reps and warranties
- Scope of reps
- Scope of warranties
- Continuing warranties
- Limitations of liability
- Customer/licensee insurance to protect seller/licensor
- Applicable in pure patent/technology licenses?
- No cancellation without notice provisions
The panel will review these and other key questions:
- What are the key terms to address in the indemnification provision from the perspective of the IP owner, licensee and licensor?
- What indemnification alternatives should parties consider when negotiating a license agreement or vendor contract?
- What approaches should counsel use to protect a client's interests when negotiating an indemnification provision?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Robert E. Krebs
Mr. Krebs focuses his practice on intellectual property litigation, patent prosecution, and patent portfolio... | Read More
Mr. Krebs focuses his practice on intellectual property litigation, patent prosecution, and patent portfolio analysis. He has current technical qualifications and extensive experience in telecommunications, electronics, software and medical device technologies.Close
Eleanor Hynes Yost
Her practice focuses on protecting and enforcing patent, trademark, copyright, and other intellectual property rights.... | Read More
Her practice focuses on protecting and enforcing patent, trademark, copyright, and other intellectual property rights. She counsels clients with respect to intellectual property transactions, particularly those involving software and data. She assists clients navigating government procurement and contract issues impacting rights in software, patent rights, and rights in technical data.Close
Ira A. Schreger
Vinson & Elkins
He focuses primarily on the structuring, preparation, and negotiation of agreements for a broad range of intellectual... | Read More
He focuses primarily on the structuring, preparation, and negotiation of agreements for a broad range of intellectual property and technology-centered transactions, including license, technology transfer, trans-national joint venture, outsourcing, complex partnering, strategic alliance, royalty monetization, and merger and acquisition transactions.Close